3rd Amendment to Note Purchase Agreement





THIRD AMENDMENT TO
NOTE PURCHASE AGREEMENT 



        THIS
THIRD AMENDMENT dated as of May 18, 2004 (this “Third Amendment”) to
the Note Purchase Agreement dated as of October 12, 2000, as amended through the date
hereof (the “Note Agreement”) is between Nu Skin Enterprises, Inc., a
Delaware corporation (the “Company”), and The Prudential Insurance
Company of America (“Prudential”) 



RECITALS 



             A.       
          The Company and Prudential now desire to amend the Note Agreement in the
          respects, but only in the respects, hereinafter set forth. 



             B.       
          Capitalized terms used herein shall have the respective meanings ascribed
          thereto in the Note Agreement unless herein defined or the context shall
          otherwise require. 



             C.       
          All requirements of law have been fully complied with and all other acts and
          things necessary to make this Third Amendment a valid, legal and binding
          instrument according to its terms for the purposes herein expressed have been
          done or performed. 



        NOW,
THEREFORE, upon the full and complete satisfaction of the conditions precedent to the
effectiveness of this Third Amendment set forth in Section 3 hereof, and in
consideration of good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Company and Prudential do hereby agree as follows: 



Section 1.        
Amendments to
Note Agreement  



        1.1
         Section 10.4 of the Note
Agreement is hereby amended in its entirety to read as follows: 




                “10.4
Minimum Consolidated Net Worth 



	  	        The
Company will not, at any time, permit Consolidated Net Worth to be less than the sum of
(i) $220,661,800, (ii) an aggregate amount equal to (a) 50% of Consolidated Net Income (in
each case to the extent a positive number) earned in the fiscal quarter ended March 31,
2004, and each subsequent fiscal quarter to and including the fiscal quarter ended
December 31, 2005 and (b) 60% of Consolidated Net Income (in each case, to the extent a
positive number) for each complete fiscal quarter thereafter, unless clause (iii) below is
operative for any given fiscal quarter (in which case such fiscal quarter shall be
excepted from this clause (b)), (iii) for the fiscal quarter ended March 31, 2006 and each
fiscal quarter ended thereafter to but not including the fiscal quarter in which Total
Indebtedness is first reduced to $120,000,000 or less, an aggregate amount 







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	  	 equal to 70% of
Consolidated Net Income (in each case to the extent a positive number) earned in each such
fiscal quarter, and (iv) 50% of the net proceeds realized by the Company and its
Restricted Subsidiaries from (a) the sale of Equity Securities subsequent to December 31,
2003, excluding issuances of Equity Securities upon exercise of employee stock options or
rights under any employee benefit plans (excluding such exercise by any Person that owns
greater than 5% of the Equity Securities of the Company), (b) issuances of Equity
Securities in connection with acquisitions by the Company and its Restricted Subsidiaries
and (c) reissuances of up to $60,000,000 of treasury securities purchased by the Company
after December 31, 2003. 










        
1.2        The Note Agreement is
further amended by adding thereto a new Section 10.11 as follows:  




                 “10.11
Minimum Cash. 



	  	        The
Company covenants that at no time from March 31, 2004 through and including September 30,
2004 will Available Cash be less than $75,000,000 and that at no time from October 1, 2004
through and including December 31, 2005 will Available Cash be less than $90,000,000. For
purposes hereof “Available Cash” shall mean the difference between (i) the
amount of the consolidated cash and cash equivalents of the Company and Restricted
Subsidiaries and (ii) the aggregate amount outstanding under revolving credit facilities
on which the Company or any Restricted Subsidiaries are obligated as borrowers or
guarantors.” 







        1.3    
    
Schedule A of the Note Agreement is hereby further amended by amending and restating the
definition of “Consolidated Net Worth” in the following manner: 



	  	        “Consolidated
Net Worth” means, at any time, (a) the consolidated stockholders’ equity of
the Company and the Restricted Subsidiaries, as defined according to GAAP, less (b) the
sum of (i) to the extent included in clause (a), all amounts attributable to minority
interests, if any, in the securities of Restricted Subsidiaries, and (ii) the amount by
which Restricted Investments exceed 20% of the amount determined in clause (a). 







Section 2.        
Representations and Warranties and Covenants of the Company.  



        2.1    
    To induce Prudential to
execute and deliver this Third Amendment (which  representations shall survive the
execution and delivery of this Third Amendment), the Company represents and warrants to
Prudential that:  






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               	 	(a)       

                     this Third Amendment has been duly authorized, executed and delivered by it and
                    each Guarantor Subsidiary which is a signatory hereto and this Third Amendment
                    constitutes the legal, valid and binding obligation, contract and agreement of
                    the Company enforceable against it in accordance with its terms, except as
                    enforcement may be limited by (i) bankruptcy, insolvency, reorganization,
                    moratorium or similar laws or equitable principles relating to or limiting
                    creditors’ rights generally and (ii) general principles of equity
                    (regardless of whether such enforceability is considered in a proceeding in
                    equity or at law); 


                    



               	 	(b)       

                     the Note Agreement, as amended by this Third Amendment, constitutes the legal,
                    valid and binding obligation, contract and agreement of the Company enforceable
                    against it in accordance with its terms, except as enforcement may be limited by
                    (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or
                    equitable principles relating to or limiting creditors’ rights generally
                    and (ii) general principles of equity (regardless of whether such enforceability
                    is considered in a proceeding in equity or at law); 


                    



               	 	(c)       

                     the execution, delivery and performance by the Company of this Third Amendment
                    (i) has been duly authorized by all requisite corporate action and, if required,
                    shareholder action, (ii) does not require the consent or approval of any
                    governmental or regulatory body or agency, and (iii) will not (A) violate (1)
                    any provision of laws, statute, rule or regulation or its certificate of
                    incorporation or bylaws, (2) any order of any court or any rule, regulation or
                    order of any other agency or government binding upon it, or (3) any provision of
                    any material indenture, agreement or other instrument to which it is a party or
                    by which its properties or assets are or may be bound, or (B) result in a breach
                    or constitute (alone or with due notice or lapse or both) a default under any
                    indenture, agreement or other instrument referred to in clause (iii)(A)(3) of
                    this Section 2.1(c); and 


                    



               	 	(d)       

                     as of the date hereof and after giving effect to this Third Amendment, no
                    Default or Event of Default has occurred which is constituting. 


                    



Section 3.        Conditions to
Effectiveness of This Amendment. This Third Amendment shall become effective as of the
date hereof upon the delivery to Prudential of executed counterparts of this Third
Amendment, duly executed by the Company, the Subsidiary Guarantors named as signatories
hereto and the Required Holders. 



Section 4.        Miscellaneous. 



                     
4.1.       
          This Third Amendment shall be construed in connection with and as part of the
          Note Agreement, and except as modified and expressly amended by this  




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     Third
          Amendment, all terms, conditions, and covenants contained in the Note Agreement
          and the Notes are hereby ratified and shall be and remain in full force and
          effect. 





                 
4.2         Any and all notices,
 requests,  certificates  and other  instruments  executed and  delivered  after the
 execution and delivery of this Third Amendment may refer to the Note Agreement without
making specific reference to this Third Amendment but nevertheless all such references
shall include this Third Amendment unless the context otherwise requires.  



                
4.3         The descriptive  heading
of the various Sections or parts of this Third Amendment are for convenience only and
shall not affect the meaning or construction of any of the provisions hereof.  



                
4.4         This Third Amendment shall be
governed by and construed in accordance with the laws of the State of New York. 



                
4.5        The execution hereof by
you shall constitute a contract between us for the uses and purposes  hereinabove set
forth, and this Third Amendment may be executed in any number of counterparts, each
executed counterpart constituting an original, but all together only one agreement.  



        IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the
date first written above. 




	 	
THE PRUDENTIAL INSURANCE

COMPANY OF AMERICA



/s/  Stephen J. De Martini

By:    Stephen J. De Martini

Its:    Vice President


NU SKIN ENTERPRISES, INC.


By:      /s/  Ritch N. Wood

Name:  Ritch Wood

Its:        Chief Financial Officer
 


                    






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The undersigned Subsidiary Guarantors

hereby consent and agree to the

foregoing and to the First Amendment,

dated May 1, 2002, and the

Second Amendment dated October 31, 2003,

 to the Private Shelf Facility.



NU SKIN ENTERPRISES HONG KONG, INC.,

a Delaware corporation

NU SKIN INTERNATIONAL, INC.,

a Utah corporation

NU SKIN UNITED STATES, INC.,

a Delaware corporation

BIG PLANET, INC.,

a Delaware corporation

NSE KOREA LTD.,

a Delaware corporation


By:      /s/  D. Matthew Dorny

Name:  D. Matthew Dorny

Its:      Vice President



NSE KOREA LTD.,

a Korean corporation




By:        /s/  Luke Yoo

Name:  Luke Yoo

Its:        President, Representative Director

              and General Manager


                    






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